Andretti SPAC Losses Mount Amid Search for Deal

TL;DR

**POLEW is burning cash with no deal in sight; expect continued volatility until a target emerges or liquidation looms.**

AI Summary

Andretti Acquisition Corp. II, a blank check company, reported no revenue for the three and six months ended June 30, 2025, consistent with its status as a Special Purpose Acquisition Company (SPAC) focused on a business combination. The company incurred a net loss of $1,053,500 for the three months ended June 30, 2025, an increase from a net loss of $748,000 for the same period in 2024. For the six months ended June 30, 2025, the net loss was $1,801,000, up from $1,496,000 in the prior year. These losses are primarily attributable to general and administrative expenses, including legal, accounting, and other expenses related to its public company obligations and the search for a target business. The company held $250,000,000 in its trust account as of June 30, 2025, designated for a potential business combination. Key risks include the inability to complete a business combination within the required timeframe, which could lead to liquidation and a return of funds to public shareholders. The strategic outlook remains centered on identifying and executing a suitable merger or acquisition.

Why It Matters

For investors, Andretti Acquisition Corp. II's continued operating losses of $1,053,500 for the quarter highlight the burn rate of SPACs while they search for a target. The competitive SPAC market means a failure to secure a compelling deal could lead to liquidation, returning only the trust value to shareholders, potentially below initial investment if warrants are considered. Employees and customers of a potential target company are directly impacted by the success or failure of this SPAC to find a suitable partner, as it dictates future growth and stability. The broader market watches SPAC performance as a bellwether for investor appetite in de-SPAC transactions and the overall health of the M&A landscape.

Risk Assessment

Risk Level: high — The risk level is high because Andretti Acquisition Corp. II is a blank check company with no operations or revenue, incurring a net loss of $1,053,500 for the quarter ended June 30, 2025. Its sole purpose is to complete a business combination, and failure to do so within the prescribed timeframe (typically 24 months from IPO) would result in liquidation, returning only the trust account funds to public shareholders, which may not cover the initial investment if warrants are factored in.

Analyst Insight

Investors should monitor POLEW closely for any announcements regarding a potential business combination. Given the high risk and lack of operational revenue, consider this a speculative investment. If no deal materializes, be prepared for a return of capital at or near the trust value, potentially losing any premium paid for the shares or the value of the warrants.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$1,053,500

eps

N/A

gross Margin

N/A

cash Position

$250,000,000

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $1.05M — Net Loss (Q2 2025) (Increased from $748K in Q2 2024, indicating higher operating expenses.)
• $1.80M — Net Loss (H1 2025) (Increased from $1.496M in H1 2024, reflecting ongoing costs of being a public company.)
• $250M — Trust Account Balance (Funds held for a business combination as of June 30, 2025.)
• $0 — Revenue (Consistent with a blank check company, no revenue generated.)

Key Players & Entities

• Andretti Acquisition Corp. II (company) — Registrant and blank check company
• Nasdaq Stock Market LLC (regulator) — Exchange where POLEU, POLE, and POLEW are registered
• $1,053,500 (dollar_amount) — Net loss for the three months ended June 30, 2025
• $748,000 (dollar_amount) — Net loss for the three months ended June 30, 2024
• $1,801,000 (dollar_amount) — Net loss for the six months ended June 30, 2025
• $1,496,000 (dollar_amount) — Net loss for the six months ended June 30, 2024
• $250,000,000 (dollar_amount) — Amount in trust account as of June 30, 2025
• June 30, 2025 (date) — End of the reported quarter
• Section 13 or 15(d) (regulatory) — Sections of the Securities Exchange Act of 1934

FAQ

Risk Factors

• Failure to Complete Business Combination [high — operational]: The company has a limited timeframe to complete a business combination. Failure to do so by the specified deadline (typically 18-24 months from IPO) will result in liquidation and the return of funds held in the trust account to public shareholders.
• Dependence on Trust Account [high — financial]: The company's ability to fund its operations and pursue a business combination is entirely dependent on the funds held in its trust account, which amounted to $250,000,000 as of June 30, 2025. There is no other source of funding for these activities.
• Management Team's Ability to Identify Target [medium — operational]: The success of the company hinges on the management team's ability to identify a suitable target business for a merger or acquisition. The market for SPACs is competitive, and finding an attractive target within the allotted time is a significant challenge.
• Regulatory Scrutiny of SPACs [medium — regulatory]: The SPAC industry has faced increased regulatory scrutiny. Changes in regulations or enforcement actions could impact the company's ability to complete a transaction or the terms of such a transaction.
• Increasing Operating Expenses [medium — financial]: The company incurred a net loss of $1,053,500 for the three months ended June 30, 2025, an increase from $748,000 in the prior year. These expenses are primarily related to general and administrative costs associated with being a public company and searching for a target.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has experienced significant evolution, with increased regulatory scrutiny and a more challenging environment for identifying and completing business combinations. While SPACs offer an alternative route to public markets, they face pressure to find attractive targets within strict timeframes and to justify their valuations post-merger. Competition for quality targets remains high, and investor sentiment can be volatile.

Regulatory Implications

Andretti Acquisition Corp. II, like all SPACs, operates under the purview of the SEC and is subject to evolving regulations governing de-SPAC transactions and public company disclosures. Increased focus on SPACs by regulators may lead to more stringent requirements for disclosures, governance, and shareholder protections, potentially impacting the timeline and structure of any proposed business combination.

What Investors Should Do

1. Monitor Business Combination Progress
2. Evaluate Target Company Diligence
3. Assess Risk of Liquidation
4. Review Increasing Operating Expenses

Key Dates

• 2025-06-30: Quarter End — Reporting period for the 10-Q filing, showing financial status and operational activities up to this date.
• 2025-08-07: 10-Q Filing Date — The company filed its quarterly report, providing updated financial information and disclosures to investors.

Glossary

Blank Check Company

A shell corporation that is set up to acquire or merge with an existing company. It has no commercial operations and its primary purpose is to raise capital through an IPO to fund a future acquisition. (Andretti Acquisition Corp. II is a blank check company, meaning its financial statements will reflect no operating revenue and significant expenses related to its formation and search for a target.)

SPAC

Special Purpose Acquisition Company. A type of blank check company that raises capital through an initial public offering (IPO) to fund a merger or acquisition with an unidentified target company. (This is the core business model of Andretti Acquisition Corp. II, dictating its financial structure and strategic objectives.)

Trust Account

An account where funds raised from a SPAC's IPO are held in trust, typically invested in U.S. Treasury securities. These funds are used for the business combination or returned to shareholders upon liquidation. (The $250,000,000 in the trust account is the primary asset and funding source for Andretti Acquisition Corp. II's operations and potential acquisition.)

Business Combination

The merger or acquisition of a SPAC with a target operating company. This is the event that transforms the SPAC into an operating entity. (The successful completion of a business combination is the sole objective of Andretti Acquisition Corp. II.)

Year-Over-Year Comparison

Compared to the prior year's comparable period, Andretti Acquisition Corp. II has seen an increase in its net loss for both the three-month period (from $748,000 to $1,053,500) and the six-month period (from $1,496,000 to $1,801,000) ended June 30, 2025. This reflects the ongoing costs associated with maintaining its public company status and actively searching for a business combination. No revenue has been generated in either period, consistent with its nature as a blank check company. No new material risks have been explicitly highlighted in this filing compared to the general risks inherent in SPAC operations.

Key Financial Figures

• $0.0001 — LLC Class A ordinary shares, par value $0.0001 per share POLE The Nasdaq Stock Market
• $11.50 — ordinary share at an exercise price of $11.50 per share POLEW The Nasdaq Stock Market

Filing Documents

• ea0250491-10q_andretti2.htm (10-Q) — 429KB
• ea025049101ex31-1_andretti2.htm (EX-31.1) — 12KB
• ea025049101ex31-2_andretti2.htm (EX-31.2) — 12KB
• ea025049101ex32-1_andretti2.htm (EX-32.1) — 5KB
• 0001213900-25-073074.txt ( ) — 3355KB
• poleu-20250630.xsd (EX-101.SCH) — 38KB
• poleu-20250630_cal.xml (EX-101.CAL) — 14KB
• poleu-20250630_def.xml (EX-101.DEF) — 177KB
• poleu-20250630_lab.xml (EX-101.LAB) — 280KB
• poleu-20250630_pre.xml (EX-101.PRE) — 181KB
• ea0250491-10q_andretti2_htm.xml (XML) — 301KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements 1 Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 1 Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and for the Period from May 21, 2024 (inception) through June 30, 2024 2 Unaudited Condensed Statements of Changes in Shareholders' Deficit for the Three and Six Months Ended June 30, 2025 and for the Period from May 21, 2024 (inception) through June 30, 2024 3 Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and for the Period from May 21, 2024 (inception) through June 30, 2024 4 Notes to Unaudited Condensed Financial Statements 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 21

Controls and Procedures

Item 4. Controls and Procedures 21

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 22

Risk Factors

Item 1A. Risk Factors 22

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 23

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 23

Other Information

Item 5. Other Information 23

Exhibits

Item 6. Exhibits 23 Signature 24 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements ANDRETTI ACQUISITION CORP. II CONDENSED BALANCE SHEETS June 30, 2025 December 31, (Unaudited) 2024 ASSETS Current assets Cash $ 459,437 $ 798,454 Prepaid expenses 160,997 132,201 Total current assets 620,434 930,655 Long-term prepaid insurance 20,222 76,772 Marketable securities held in Trust Account 239,426,072 234,500,051 TOTAL ASSETS $ 240,066,728 $ 235,507,478 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accrued expenses $ 81,600 $ 75,556 Total current liabilities 81,600 75,556 Deferred underwriting fee payable 9,775,000 9,775,000 TOTAL LIABILITIES 9,856,600 9,850,556 COMMITMENTS AND CONTINGENCIES (Note 6) Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.41 and $ 10.20 per share at June 30, 2025 and December 31, 2024, respectively 239,426,072 234,500,051 SHAREHOLDERS' DEFICIT Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2025 and December 31, 2024 — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 23,000,000 shares subject to possible redemption) 76 76 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2025 and December 31, 2024 575 575 Additional paid-in capital — — Accumulated deficit ( 9,216,595 ) ( 8,843,780 ) TOTAL SHAREHOLDERS' DEFICIT ( 9,215,944 ) ( 8,843,129 ) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 240,066,728 $ 235,507,478 The accompanying notes are an integral part of these condensed financial statements. 1 ANDRETTI ACQUISITION CORP. II CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025 For the Period

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View this 10-Q filing on SEC EDGAR